PORTER COUNTY COUNCIL
PORTER COUNTY BOARD OF COMMISSIONERS
PORTER BOARD OF TRUSTEES
COMBINED MEETING & PUBLIC HEARING
PORTER HOSPITAL SALE
April 24, 2007

    The Porter County Council, Porter County Board of Commissioners and Porter Board of Trustees met on April 24, 2007 at 6:30 p.m. at the Memorial Opera House, 104 East Indiana Avenue, Valparaiso, Indiana.

    Porter County Council members present were Mike Bucko, Jim, Burge, William Carmichael, Matthew Murphy, Robert Poparad, Rita Stevenson, and President Dan Whitten.  

    Porter County Board of Commissioners present were Com. Robert Harper, Com. John Evans and Com. Carole Knoblock.

    Porter Board of Trustees members present were Richard C. Wathen, Chair, David A. Butterfield, William F. Nowlin, M.D., Gwenn R. Rinkenberger, Daniel J. Roszkowski, James Spanopoulos, David M. White, Barbara A. Young and Christopher M. Wirsing, D. O.

PUBLIC HEARING

    Mr. Whitten, Good evening, thank you all for coming to this public hearing.  It’s an unusual hearing for us, we’ve got three different bodies.  I’m going to try to move through this with some form of order in a sensible manner.  My name is Dan Whitten, I am the President of the Porter County Council, and I will be chairing this meeting this evening.
    Just to give you kind of a quick rundown of how this is going to go, we’ll open the public hearing and have a series of presentations, one by Dick Wathen, the Chair of the Porter Board of Trustee.  Then there will be a presentation from Community Health Systems; a presentation of the Resolution; a presentation by the CFO of Porter; then we will take public comment.  We will limit each individual to three minutes of comment.  When you step up, please give your name and your address so we can keep a record of the public comment.  We will then have some discussion, and we will adjourn this meeting.  
    The Porter Board of Trustees will then call their meeting to order, and I anticipate that they will have a consideration and vote of the resolution that’s been presented.  We will then move onto the Porter County Board of Commissioners, they will do the same.  And last, but not least, depending on your perspective, the Porter County Council will then consider the resolution.  

PRESENTATION FROM PORTER - DICK WATHEN

    Mr. Whitten, So with that, I will call this meeting to order, I will open the public hearing for tonight’s meeting.  I believe Dick Wathen is our first presenter.  I introduce Dick Wathen, the Chair of the Porter Board of Trustees.

    Dick Wathen, Good evening, glad you could make it tonight.  I wanted to first of all thank the County and the Commissioners for participating in tonight’s meeting.  I also want to thank the public for attending this important meeting and public hearing.  The dialogue about the future of the hospital has been ongoing for several years.  With each ensuing year it became clear that continuing to operate as a stand-alone county hospital would not provide the people of Porter County the state-of-the-art health care they deserve.  We all understood as a result of these discussions that we needed a new hospital, that neither Porter or the County could afford to build one alone.  The formal process began just over a year ago, and has reached its conclusion, and we are here tonight with a recommendation to transfer the assets of Porter Hospital to Community Health Systems.
    I know that many people have attended a variety of meetings during the last year in which the process adopted by the Board of Trustees, it had implemented has been explained.  I won’t go through the entire process tonight, but I did want to touch on it a bit.  As with most issues of this magnitude, much work is done over a long period of time that receives little attention until it’s time to make the decision.  The Porter Board appointed a task force in January of 2006, that included representatives of the Porter Board, the County Council, County Commissions--Commissioners--physicians and Porter staff.  An experienced consulting firm in health care was retained; an independent evaluation of the system was commissioned.  We engaged legal counsel that has represented communities in most every county hospital conversion transaction that has occurred in the state of Indiana.
    A request for information was sent out to 38 health care organizations, including such names as the Mayo Clinic, the University of Chicago, and included both, for-profit and non-for-profit organizations.  We received nine initial responses.  One was rejected, six were invited to submit proposals, and one of those dropped out.  Five health systems made presentations to the task force and the Porter Board over popcorn weekend last September.  Three finalists from the five were selected, and members of the task force made site visits to represented hospital locations for each of the three finalists.  After reporting back to the board, the recommendation was made to negotiate with Triad Hospitals.
    From the beginning of the process it was important that the community be informed and involved. We conducted four community education meetings last year; made several presentations to Rotary, the Chambers of Commerce, and so on.  Produced two specific direct mailings to Porter County residents to explain the process and recommendations, and just last week, held two additional meetings.  
    The news media was kept informed as possible throughout the process.  I believe they have been instrumental in keeping the discussion alive in the community.  They weighed in with their opinions, and while maybe we wouldn’t wish to be on the front page of the paper every day for six months, they played an important role in the process, and we appreciate it.
    Although, only the agreement being considered tonight was required to be made public, last week all proposals received, were made available for public review.  I can tell you from personal experience that it has been an exhaustive, and some times, exhausting process, but one I’m proud to have been associated with, because of the openness, and because we remained true to the process, and the criteria established in the beginning to ensure that the very best health care for the people of Porter County would be available.
    I want to publicly thank members of the task force, the Porter Board of Directors, the Board of Trustees, the County Council, and the Commissioners, here tonight, who collectively have spent thousands of hours on behalf of the citizens of Porter County in this process.  I also want thank, take just a minute to thank Porter’s administration, and the associates at Porter who have remained focused on taking care of the patients while we carry this process on; patients they serve every minute of every hour of every day.
    Community Health Systems was one of three finalists visited by the task force, and we believe that CHS is acquiring Triad for the same reasons we recommended negotiating with Triad.  CHS has agreed to honor all the commitments made by Triad, including the $80,000,000 purchase price.  And we are pleased that we will benefit for being part of the Indiana presence that has been so successful in providing quality care in the Fort Wayne Area through the Lutheran Health Network.  Porter County will benefit from the $100,000,000 that is available now, and will continue to benefit for decades to come.  If the money is put into an endowed fund, the details which can be worked out later, with the principal preserved and only the interest estimated to be about $5,000,000 a year spent annually.  There are many examples of how $5,000,000 a year can benefit many programs, and the unmet needs in the community.
    There’s a very informative article in the Post-Tribune on Sunday about how Kosciusko--if I got that right--County near Warsaw used the fund the help its citizens in that area.  The article said that in eight years, $13,000,000 had been given to county programs for health and wellness; $500,000 had gone to emergency medical services in the county for equipment upgrades; 135 external defibrillators had been purchased and distributed throughout the county, including the schools.  That county now claims to have the highest cardiac save rate in the country.  A half a million dollars had gone to local municipalities to build a bicycle and walking path, which will also continue to contribute to a healthier community.  The Fort Wayne area has benefited similarly, and reports that $2,000,000 has been given to the IU School of Medicine to fund an endowed professorship; $650,000 for charity care; and in ten years, they have distributed $85,000,000 to that community.  They report about 34% has been spent for social causes; 16% on ministry; 29% on public health; and 18% on schools.  There are many great examples of how funds can be used to meet the needs of Porter County, and I am confident that there will be much more discussion on how they can best be used to do the most good for the most people.  
    Tonight is a culmination of many years of discussion about the future of health care in Porter County.  It is an examination, an examination of alternatives that will provide people in our communities the very best health care in the future.  Some might call tonight’s action, historic.  Some might  twinge with a bit of sadness that our county hospital will become part of the private sector.  The Community Health System will bring the resources and expertise of the largest publicly traded health care in the country right here in Porter County.  I hope that we’ll all feel a sense of accomplishment and optimism that our health care needs are going to be well taken care of through our new hospital.  And the $100,000,000 that will result from this transaction, we believe that we have secured for our lifetimes, and the lives of future generations, the health and well being of our citizens.  This has been our purpose from the beginning of the process, and I believe that we serve the community well.  I’m now pleased to introduce Gary Newsome.  Gary is the senior vice president of operations who will talk about CHS’s commitment to Porter County.  Gary.

    Gary Newsome, Good evening.  Thank you for inviting me to speak about the proposed sale of Porter Hospital to an affiliate of Community Health Systems, Inc.  My name is Gary Newsome, and I’m the Senior Vice President for Group Operations for Community Health Systems.  In that capacity, I oversee operations of all the CHS hospitals in Illinois, Kentucky, Pennsylvania, New Jersey and soon to include Indiana.  I’d like to give you a brief overview of our company this evening, then highlight a few of the commitments we’ve made to Porter Hospital, and the Northwest Indiana community is part of this transaction.  
    First, I would like to commend the hospital board for undertaking a process that, in my experience, is as thorough and transparent as any in which I have participated.  Your concern for the community, and your desire to see this hospital continue to thrive, has been apparent from the first day of the discussions last year.  I’d also like to recognize the county council and the county commission, as well as the local media for doing an equally thorough job of evaluating the board’s work, and reporting it to the community.  The commitment and concern that you all share for the future of Porter Hospital, and the future of your community is admirable.  
    As I believe you all know, CHS first came to Porter Hospital last year when the hospital board sought proposals in consideration of a sale.  We were at once attracted to the opportunity.  Our acquisition team immediately began to learn more about the hospital, about Valparaiso, and about the surrounding communities, about the board’s hope for a replacement facility, and the communities’ desire to maintain the comfort and accessibility of a hometown hospital while expanding the services to those of a regional medical center. CHS was very diligent in its research, and very serious in its responding to the board.  We felt that Porter Hospital was an excellent match for our system, and we felt that we were a very strong partner for the hospital.  We were excited at the prospect of utilizing our skills and resources, and building a new state-of-the-art facility, and quite frankly, we were looking forward to our first opportunity to work in Indiana.
    As you know now, the story didn’t work out that way.  A respected competitor with the strength of an established, highly-regarded network of hospitals already in the state was selected as Porter’s future partner.  Disappointed, but resolved, we wished the board our best.  We thanked them for their time.  We congratulated Triad on a deal well done, and we assumed that the opportunity with Porter was gone.  I don’t think any of us imagined the strange turn of events the next few months would bring.  But when Wayne Smith, CEO of Community Health, announced in mid-March that Triad’s board of directors had voted to accept a proposal to be acquired by CHS, you can bet that Porter Hospital was one of the first things that crossed my mind.  Our team was on the phone with the hospital board within a day.  We were on the ground in Porter County within two days, and Dick Wathen had received a phone call from Wayne Smith before the end of the week.
    Again, from our very first discussions with the board, CHS has been interested in Porter Hospital, and committed to its future.  We too see great value in the Lutheran Health Network, and we look forward to sharing their strengths with Porter Hospital.  We look forward to bringing the best practices and shared resources of more than 130 hospitals to your employees and medical staff members. And we look forward to providing Porter Hospital with the negotiating strength and financial resources of the country’s largest publicly traded hospital company. Though I am of the opinion that your local media has covered both CHS, and has planned the acquisition of Triad’s hospital, more than the national news, the health care publications in the Wall Street Analyst combined, I’d like to take just a moment to tell you a little bit about the company and our history.
    As I think most of all you know, CHS is headquartered in Franklin, Tennessee, just outside Nashville.  We are publicly traded on the New York Stock Exchange under the symbol of CYH.  Founded in 1985, the company presently owns and operates 77 hospitals in 22 states across the country.  With completion of the Triad deal later this summer we’ll expand to more than 130 facilities in 28 states.  CHS Hospitals serves several communities of all sizes, and provide an array of general acute care hospital services including medical and surgical services, skilled nursing care, and wide variety of imaging, diagnostic and therapeutic services.  Our hometown hospitals are located in communities very similar to those in Porter County with populations ranging from 20,000 to 400,000.  We believe the best health care delivery system allows patients to receive quality services close to their homes, and we seek to enhance the services provided in our communities and furtherance of that objective.  
    Our organization is committed to building a network of thriving hospitals, and health care facilities vital to the residents and economic development of the communities we serve.  Because of our focus on common community health care, we understand the specific needs of our hometown hospitals, and we realize that health care is always a local issue.  This is but one striking similarity between our company and Triad.  When CHS acquires a hospital we create partnership with the community that combines the culture of the local hospital with the resources of a large national company.  For example, every one of our affiliated hospitals is guided by a local board comprised of members of the local community, yet each of our facilities has access to tools that independent community hospitals may not have the financial or human resources to support, such as participation in group purchasing programs, managed care negotiations or national physician recruitment.
    Now that I’ve given you the big picture overview of the company, I’d like to provide you with a smaller snapshot of how our partnership with Porter Hospital will specifically benefit Porter County, and the communities of Northwest Indiana.  As a CHS affiliated hospital, Porter will have access to vast resources for virtually every area of operation including quality and risk management, compliance, billing and collection, advertising, legal services, clinical services, physician relations, information systems, human resources, financial reporting, and  many, many  more.  The hospital will be led by a local management team, and the hospital leadership will have the opportunity to participate in a number of regional and corporate programs that provide peer support and knowledge sharing for CEO’s, chief nursing officers, emergency department personnel, physicians, radiology, pharmacy, and home health professionals, just to name a few.
    As I mentioned, the hospital will continue to be guided by a local governing board, but with considerable increased representation from members of the hospital’s medical staff. Additionally, we plan to continue to support the Triad physician leadership group structure, and we’ll make a syndication opportunity available to physicians that would allow them to invest in the facility, and increase their representation on the board.  We will continue the hospital’s current charity care policies.  We will maintain all essential services at the facility for a period of at least five years, and the hospital board--the local board--will be involved in all decisions regarding hospital services.  The hospital will continue to participate in Medicare and Medicaid programs, and in most all of the managed care contracts currently in place.  Perhaps, most significantly, we are committed in constructing a new hospital with all private rooms within four years of completion of the transaction.  Additionally, as a private company, Porter Hospital will begin paying local taxes that will bring additional revenues into the community in support of local schools and services.
    A particular interest to hospital employees, we will hire all hospital employees in good standing at their existing rate of pay.  We will honor all seniority.  Employees will experience virtually no changes in benefits, but will have numerous training and education opportunities to help them care for their patients. We offer both computerized, computer-based, and on-site training for administrative management instruction, as well as continuing medical education.  Employees will also be able to participate in CHS tuition reimbursement program, scholarship programs, and numerous recognition programs.  Lastly, employees will see that CHS genuinely seeks to help them develop their career at the hospital and with our company, and we  implement programs to help engage employees in hospital operations and in its success.
    Well I hope this gives you an adequate insight into our company, and an appropriate perspective our genuine interest and excitement about this opportunity. To everyone associated with Porter Hospital and with this transaction, congratulations, everyone to everyone on a job well done, and on navigating change and surprise in a manner that ensures your original objective of the long-term health care of your community hospital.  CHS is honored to have been selected to help move this facility toward future success.  We look forward to working with the medical and nursing staffs, the other dedicated employees, and employers, leaders, residents of this community, to provide the care and service they expect from a community hospital. We are enthusiastic about this opportunity, and appreciate the time and attention given to this by everyone today.  Thank you.

    Mr. Whitten, Are there any questions before we get going down the road here, from the boards on this presentation?  Does anyone have any specific questions before we begin moving into our next phase?  Jim.

    Mr. Burge, Jim Burge, Porter County Council-At Large.  Quick question for Gary.  In relation to the employees, what kind of impact will there be on retirees of the hospital in their pensions?

    Mr. Newsome, There should be absolutely no impact on the employees’ retirement.  The retirement program is frozen at the time of the acquisition, basically, and it should be no impact on the employees.

    Mr. Burge, Okay.  Or for the people that have already retired?

    Mr. Newsome, Correct.

    Mr. Burge, Thank you.

    Mr. Whitten, Any other specific questions at this time?  I anticipate we’ll have some questions during our consideration period.  I do have some questions.  I have some questions about the disparity in the offers between Triad and Community.  I’m concerned about the facility that’s being contemplated to be constructed here in our county.  How we spend the money is a wonderful thing to be considering, it’s always nice to have extra money than less.  But my main concern is that we have the state-of-the-art facility, and there’s quite a disparity between the bids.  But perhaps we can discuss that when we get to our time.  Any others?  I think our next presenter would be Tim McGeath from Hall Render, the presentation of the resolution.

    Tim McGeath, Good evening.  My name is Tim McGeath, despite the fact that I am an attorney, I’ll try to be brief.  It’s not in my nature, but I’ll try to do it tonight.  Our firm, Hall Render is based in Indianapolis, we work with hospitals throughout the Midwest and the country.  We are involved in many hospital acquisitions on both sides.  As Dick Wathen mentioned, we’ve been involved in almost every county hospital sale that’s occurred in the state of Indiana.  We were engaged by the board and the task force last year to help them through the selection process, and then to the point where we are now, which is to negotiate an asset purchase agreement for the sale of the hospital.  
    What I’d like to do just for a moment is kind of run through the high points of the very large agreement that’s been on public display.  If you’ve seen it, it’s hard to make much out of it, but I want to hit the highlights for you, because frankly, that’s what’s being considered tonight by the Council, the Commissioners and the Board. It’s approval of that agreement, which deals with the sale of the hospital. The asset purchase agreement essentially says that all assets that are used in the operation of Porter Hospital, with a few exceptions, will be sold to Community or a subsidiary of Community, as Gary mentioned.  The only things that are not included in that would be cash that the hospital has, and some investment assets.  Everything else, all of the real property--the real estate--will be transferred to Community.
    So that’s how the deal is structured.  The County, as I mentioned, will retain any cash and investments that the hospital currently has, which is a fairly sizeable amount of money.  In addition, Community is paying the sum of $80,000,000 to acquire the assets of the hospital, and that’s in addition to what is being retained by the County.  There are pages and pages in the asset purchase agreement that describe the operations, the current operations of the hospital, what they own, where it is, whether there are environmental issues, things I would not encourage you to focus too much time on just because you might fall asleep.  But it needs to be there because Community needs to see, from a disclosure standpoint, what they are getting.  They’ve done their diligence.  They’ve decided that they accept.  They like what they see, so the asset purchase agreement describes all of those issues.
    From a liability standpoint, it’s important to note, a common question would be, what if something comes up that was a liability of the hospital before it was purchased by Community?  What the asset purchase agreement says, is that those liabilities don’t go to Community, they stay with Porter County, but they’re limited to the proceeds of the sale.  So county tax dollars are not at risk under this agreement.  It’s limited to funds in the sale, and there’s actually a restriction period on the funds of five years.  Most of the liabilities would be gone by that point anyway, but the funds would be held during that time, with the exception of interest, which will be substantial each year, ambulance service and some other carve-outs in which those funds could be spent.  The County has the flexibility to transfer those funds to other entities to set up trusts or other type of funds.  Basically, use the funds as it sees fit under the current agreement.
    As Gary mentioned, the asset purchase agreement, and one of the things that we focus on in any transaction like this is to make sure that the agreement contains commitments for the benefit of the County and the community.  And the more important ones, really all the ones Gary highlighted, the point I wanted to make is that these are contractual commitments.  These aren’t things that Community are saying, we want to do these things.  They’ve committed in writing to perform certain obligations.  The most important of which is to build a replacement hospital within four years, a minimum of 225 beds--that is in the agreement.  Provide indigent care at the same level, at least the same level at which is it being provided now by Porter Hospital.  Employ the current employees, and provide comparable benefits, and have a governing board of local Porter County residents.  So those are some of the more significant points.  There are many other commitments in the agreement, but we think those for your community are probably are some of the more significant.
    What the three bodies are being asked or considering tonight are resolutions which would allow the sale to proceed.  Indiana law says that if you own a county hospital, the county commissioners, county council, and the hospital board all have to agree jointly, by resolution, that they want to sell the hospital; they want to sell the assets; and they have to agree in the terms that that will be done, and those terms are in the asset purchase agreement.  The resolutions which are being considered are rather lengthy, and Mr. Chairman, I intended to just summarize these.  Would you prefer that I read them in their entirety?

    Mr. Whitten, Would you read them in their entirety.

    Mr. McGeath, Okay, I’ll read the resolutions in their entirety.  Before I get into it, I would just like to say that if you keep the four reference points I’m going to mention in mind, it makes it a little easier to weigh through what I’m going to say.  Essentially, what the boards are doing is approving the dissolution of Porter Hospital as a county hospital.  They are approving the sale of all the assets to a subsidiary of Community.  They are authorizing certain representatives to sign all of the deeds and other documents that are required to make this happen.  And finally, they are authorizing the funds to go someplace, to be directed to certain accounts.  The resolution reads as follows:
    
JOINT RESOLUTIONS OF
THE BOARD OF COMMISSIONERS OF PORTER COUNTY,
THE COUNTY COUNCIL OF PORTER COUNTY AND
THE BOARD OF TRUSTEES OF PORTER MEMORIAL HOSPITAL

WITNESSETH

    WHEREAS, the Board of Trustees (“Board”) of Porter Memorial Hospital (“Hospital”), the Board of Commissioners of Porter County (“Commissioners”), and the County Council of Porter County (“Council”) have been apprised of the current status of the health care market place and the changes that are occurring with respect to the delivery of care; and

    WHEREAS, the Board, the Commissioners, and the Council have determined that the Hospital should cease doing business as a county hospital, the Hospital should be terminated and dissolved, and substantially all of the Hospital buildings and associated assets should be sold to a for-profit entity pursuant to the provisions of I.C. 16-22-3-17(e); and

    WHEREAS, the Commissioners, Council, and Board are proceeding under I.C. 16-22-6-18 concerning notice and hearing on this matter, and all procedural requirements applicable of date have been complied with concerning this matter; and

    WHEREAS, the sale of the Hospital’s “Assets” is described in a certain document known as the “Asset Purchase Agreement” (and documents attached as Schedules and Exhibits thereto) which shall be entered into by and among NWI Hospital Holdings, LLC (“Purchaser”), CHS/Community Health Systems, Inc., the Board, the Commissioners, the Council, and Porter County, and a draft of the Asset Purchase Agreement is presented to this meeting and has been available for public inspection for the requisite period of ten (10) days;

    WHEREAS, the Board, the Commissioners, and the Council desire to sell, pursuant to I.C. 16-33-3-17(e) all of the Assets of the Hospital, as such Assets are defined in the Asset Purchase Agreement, to Purchaser, to be effective as of May 1, 2007 (the “Closing Date”); and

    WHEREAS, the Commissioners have determined that the net proceeds from the sale, following the payment of any Hospital debt, shall be deposited and/or retained in funds designated by the Commissioners and the Council, pursuant to the provisions of I.C. 16-22-3-17(j).

    NOW, THEREFORE, BE IT RESOLVED, by the Board, the Commissioners and the Council as follows:

    1.     The Hospital should cease doing business as a county hospital, the             Hospital should be terminated and dissolved, and substantially all of the             Hospital buildings and other Assets (as set forth in the Asset Purchase             Agreement) should be sold to a for-profit entity pursuant to the provisions             of I.C. 16-22-3-17(e).

    2.      The Asset Purchase Agreement is hereby approved in principle in                 substantially that form presented to this meeting with such changes in             form or substance as may have been approved at this meeting  or which             may be approved after this meeting by each of the authorized                 Representatives of the Board, the Commissioners, and the Council
             and their respective counsel.

    3.     The Chairman of the Board, the President of the Commissioners, and the             President of the Council (collectively the “Representatives”) are hereby             authorized to finalize, execute and deliver, or endorse approval of, the             Asset Purchase Agreement in substantially the form presented to this             meeting with such changes in form or substance as may have been             approved at this meeting or which may be approved by the                     Representatives after the adoption date of these Resolutions.

    4.      On the Closing Date, as defined in the Asset Purchase Agreement, Porter             County, acting through the Commissioners and the Council, and the             Hospital, acting through the Board, shall transfer the Assets to Purchaser,             provided all conditions precedent to the sale as described in the Asset             Purchase Agreement have been satisfied or waived, and the Asset                 Purchase Agreement has been finalized and executed.

    5.      The Representatives are hereby authorized to execute any and all                 necessary and appropriate documents, and to undertake or cause to be             undertaken all actions to sell the Assets to Purchaser as required by             I.C. 16-22-3-17(e) and all     other provisions related thereto, and such             actions by the Representatives shall constitute the actions of the Board,             Commissioners, and Council as if such actions were taken by the entire             Board, Commissioners, and Council.

    6.      The Representatives are hereby authorized, empowered, and directed to             do all     such acts, including, without limitation, the defeasance or                 retirement of any indebtedness related to the Hospital, and to execute,             acknowledge and deliver all such documents, including, but not limited to,             real estate sale documents, and to pay all such fees, taxes, and expenses         as may be required by the Asset     Purchase Agreement, or as may in their             discretion be deemed necessary or desirable in order to sell the Assets to             Purchaser and to carry out and comply with the intent of these                 Resolutions.  Any such actions to be taken, or documents to be                 executed, may be taken or executed prior to the Closing Date in the             discretion of the Representatives.

7.          The Commissioners and Council hereby authorize and direct that the net             proceeds from the sale of the Hospital shall be deposited and/or retained             as follows:  

    (a)     Hospital investments held in Fund Evaluation Group investment                 vehicles and  which are to be retained by the “Seller” pursuant to the             Asset     Purchase Agreement shall remain as invested immediately prior to             Closing Date;

    (b)     Hospital funds held in the operating and LAM (Money Market) accounts
                   at Fifth Third Bank and which are to be retained by “Seller” pursuant to the
                      Asset Purchase Agreement shall be allocated to the existing Hospital             accounts designated for employee payroll (Account No. 7232057153),             accounts payable (Account No. 7160010588), patient refunds (Account             No. 710009457), Northwest Indiana Occupational Medicine Services, LLC             (Account No. 1158760), and Porter Health Services, Inc. (Account No.             7232301122), in order to pay outstanding liabilities associated with such             accounts.  Following satisfaction of liabilities, all remaining proceeds shall             be deposited in the LAM account (Account  No. 23230028368912);

    (c)      Hospital funds held in the dividend escrow account (Account No.                 7232883343 and which are to be retained by “Seller” pursuant to the             Asset Purchase Agreement shall remain in such account until all                 beneficiaries have been paid.

    
    (d)    Hospital funds held in the following escrow accounts and which are to
                      be retained by “Seller” pursuant to the Asset Purchase Agreement:  The
                      “97 refunding escrow” (Account No. 07001629) at First National Trust, and
                      the 2005 bonds escrow accounts (Account Nos. MB4534240000453242,  
                      MB453434000045343, and MB453444000045344 at Deutsche Bank.

           (e)    All sale proceeds paid by Purchaser on the Closing Date shall be
                      deposited in the LAM account and/or used to extinguish any other
                      Hospital debts existing on the Closing Date, including, but not limited
                      To the defeasance of tax-exempt bonds.

[Signature Pages Follow]

    THESE RESOLUTIONS ARE HEREBY APPROVED BY THE BOARD, COMMISSIONERS, AND COUNCIL this 24th day of April 2007.

    ATTEST:                        “Board”
    s/____________________            BOARD OF TRUSTEES
        Secretary                OF PORTER MEMORIAL HOSPITAL
                            s/Richard Wathen, Chair
                            s/David A. Butterfield, Vice Chair
                            s/William F. Nowlin, M.D., Secretary
                            s/Gwenn R. Rinkenberger
                            s/Daniel J. Roszkowski
                            s/James Spanopoulos
                            s/David M. White
                            s/Barbara A. Young
                            s/Christopher Wirsing, D.O.        

    ATTEST:                                “Commissioners”
    s/James Kopp, Auditor            BOARD OF COMMISSIONERS
                            OF PORTER COUNTY, INDIANA
                            s/Robert P. Harper, President
                            s/John A. Evans
                            s/Carole Knoblock

    ATTEST:                        “Council”
    s/James Kopp, Auditor            COUNTY COUNCIL  
                            OF PORTER COUNTY, INDIANA
                            s/Dan Whitten, President
                            s/William Carmichael, Vice President
                            s/Jim Burge
                            s/Bob Poparad
                            s/Rita Stevenson
                            s/Matthew R. Murphy
                            s/Mike Bucko
    553840v2/CRC

        Mr. Whitten, Thank  you very much.

        Mr. McGeath, Thank you.

        Mr. Whitten, Any questions at this time?  Cheryl Harmon, Vice President CFO from Porter is our next presenter.

        Cheryl Harmon, Thank you, and good evening.  I’m going to describe briefly for you what’s going to happen with the cash and the investments that Mr. McGeath spoke about as they are assigned to the County.  There are four categories of funds that are going to be assigned to Porter County at the time of the sale. The first are disbursement accounts, we actually use five disbursement accounts that Mr. McGeath referred to, accounts payable, payroll, Porter Health Services, the occupational medicine, and refunds.  
    Those accounts will be funded by the operating cash that’s available at the hospital at the time of the sale, so that they’ll have sufficient funds to cover any checks that have been written before the close as they flow through those accounts.  The second category of funds is the investment accounts.  A fund evaluation group is where the investment accounts are held for Porter Hospital. Those accounts are currently at approximately $49,000,000.  At time of sale, those accounts will be assigned to Porter County.  The third category of accounts are interest bearing accounts.  There’s a small escrow disbursement account, and there is also a money market account.  That money market account currently has approximately $17,000,000 in it.  That account will also be assigned to Porter County.  
    The proceeds from the sale paid by Community Health Systems could be, will be put into the money market account so that $80,000,000 will also be added to that account.  That will allow the County to pay off the outstanding debts, and the bonds that exist from that account.  The remaining category of accounts are escrow accounts, which are simply funded in part to pay some of the payments related to the bonds that are currently held by the hospital.  When all of these accounts are assigned, and the liabilities for the outstanding checks are paid, and the bonds are extinguished, the remaining balance will be approximately $120,000,000.    

    Mr. Whitten, That’s a lot of big numbers.  Any questions?

    Mr. Carmichael, Yes, I have a question.
    
    Mr. Whitten, Sure.

    Mr. Carmichael, Of the CFO, will she be retained as a  normal employee for a length of time?

    Mr. Newsome, Yes.

    Mr. Carmichael, To act, to get all these things in order?

    Mr. Newsome, Yes.

    Mr. Carmichael, Get all the bills paid?

    Mr. Newsome, Yes, absolutely.

    Mr. Carmichael, Good, she’s a good person.

    Mr. Newsome, I’m with you.

    Mr. Whitten, Any other questions?  

PUBLIC COMMENT

    Mr. Whitten, Okay, at this time I’m going to open it to the public.  As I indicated, if you’d like to speak, please come forward to the microphone.  State your name and your address for the record so we have some record of the public hearing, and we will limit your comments to three minutes per speaker.  The floor is yours.

    George Terrell, Good evening, my name is George Terrell from Project Neighbors, a community group that operates out of 409 East Lincolnway.  My current residence is in Chicago, although I’ve lived here for 20 years until a few months ago.   As I said, I’m with a community organization, Project Neighbors.  My comments will be brief.  My organization has worked on issues of services for the most vulnerable populations in the county, in terms of housing and health care.  I have some comments, and then a request.  One is, we had some very large concerns about the sale of Porter to a for-profit entity, and that’s because Porter has always operated as a private, that is not-tax-supported hospital.  And it’s been exempt from tax, and it hasn’t had to produce profits for shareholders.  
    A for-profit entity will have to produce profits for shareholders, and will have to pay taxes, so it’s going to be harder for it to make its way in the health care industry today.  The other thing that a for-profit entity doesn’t have is a requirement by law to provide community benefit.  Not-for-profits are required by law to provide community benefit, and I looked at the contract, and there is some requirement there, some commitment by contract to provide indigent care for a period of at least five years, and some other things.  But there’s also a lot of wiggle room, and good faith will be incredibly important in making this come to pass.
    What we fear is that what has happened when other not-for-profits have been sold to for-profits is that they eliminate services because they are not profitable, without regard to whether the community needs them.  And they eliminate coverages, maybe your insurance company won’t get along well with the new hospital.  So those are our concerns, and it appears to us that this deal has been decided upon.  I’m not sure, well, we think that it’s not a good idea to sell it to a for-profit that’s not required to make community benefit, and is not even required contractually for more than five years.
    On the other hand, there’s some opportunities with the money that’s coming in to address the health needs of the community in some creative ways.  We have submitted to all of you sitting up there, I believe, a letter with some attachments there about three-share plans that have been used in Michigan.

    Mr. Whitten, George, I’m going to have to stop you.

    Mr. Terrell, Thank you.  I appreciate your consideration of providing coverage’s for the uninsured, and the indigent in our county in a way that it is not just building bicycle paths.

    Mr. Whitten, Thank you very much, George.  Next.

    Kim Van DeVen, My name is Kim Van DeVen, my address is 1376 Leeward Road, and that’s in the Lakes of Four Seasons. I am the nursing staff president, and a member of the task force that has been commissioned to find Porter a capital partner.  The board and the task force have worked countless hours reviewing every RFI, every RFP, listening to presentations, and traveling to the different facilities.  We have done our due diligence.  I am excited about the prospects and the opportunities offered to us by CHS.  
    So on behalf of the associates of Porter Hospital, I’m asking for a vote tonight in favor of this resolution so there are no longer any doubts about where we are heading towards our future.  Our associates deserve this, and so do the residents of this county.  We have outstanding associates and physicians at Porter, and our facility should compliment who we are and what we do.  So, as an associate and a resident of Porter County, please vote tonight in favor of this resolution so we can put to rest, put this to rest, and embrace the change that is about to begin.  Thank you.

    Mr. Whitten, Thank you very much, Kim.

    Gerald Hebert, My name is Gerald Hebert, I’m a resident of Liberty Township here in Porter County. I’m also a patron of the hospital, and it looks like I have a contrary view to what seems to be the majority of thought here.  I want say that I urge the commissioners and the council not to sell the hospital. There is big money here that we are talking about, almost 400-thousand bucks, and with the prospective buyers planning to spend that kind of money, they’re also planning on making a profit. I think there’s some other options should be, I think some other options should be explored, like perhaps, letting the Porter Memorial employees run the hospital for a profit as a county hospital.  Any profits could be applied in keeping our property taxes lower.  Big is not always better.  And finally, if the momentum here is such--and I suspect it is--that the hospital will be sold, I think that any sale proceeds should be disbursed by our county elected officials, and not a foundation.  Thank you.

    Mr. Whitten, Thank you.

    Dennis Byron, Good evening, my name is Dennis Byron, I live at 603 Savoy Place in Valparaiso.  I’m concerned that all the liabilities that exist are published events of the current administration’s ability, and a vehicle for all those liabilities are in place the day of the sale.  I have several questions, so I’m just going to throw them out.  It’s been noted that no public tax funds have been necessary for support for 30,40 years--quite a period of time.  Given the operation is not-for-profit, and it has lost money, what were, what did the balance sheet actually show?  What were the accounts receivable?  What were the expenses for these years?  And roughly, you know, what monies were made over and above expenses, and is that money in the hospital account.  And, did the business have a funded depreciation account?  Does that exist?  On liabilities, is there anything in malpractice suits, and what funds will be established for current or possible future malpractice suits, and who will oversee the payment for current liabilities?  Or are these expected to be zero when the sale is completed?
    Retirement tends to be a big expense for companies.  I don’t know what the retirement program is. The buyer will not assume existing retirement programs. Assuming a retirement fund has been established, who and how will that fund be administered?  Retirement funds traditionally require continued dollar input.  How will this be handled?  Assuming a retirement fund exists, is the fund adequate to cover all future claims, and if not, where will all the required money come from?  Will retirements be frozen at current levels given the sale proceeds? Is there a medical program included in the retirement benefits? That can be huge. I know that from my own problems, $400,000 worth of cancer treatment is a big, big deal to a small company.  How will this funded in the future?  And does anybody have a dollar amount associated with the retirement funds?
    Does the hospital currently take, tie the percentage of its positive bottom line to the community wellness programs?  That’s more, kind of interesting, indigent care, where do we presently draw the line?  Do we use the actual federal poverty guidelines or do we use a percentage of the federal guidelines, and what will be the objective purchaser’s use as a guideline?
    And the last thing I want to fully understand, is what are we actually selling?  I kind of made a list.  The Valpo Campus, the Portage Campus, the Outpatient Center, the Chesterton Campus, the Porter Education Center, the Hebron facility, the DeMotte facility, the Porter Health Services, the Porter Outpatient, the Northwest Indiana PEP, the Northwest Indiana Oncology, the Endoscopy Center--if I pronounced it right--the Sleep Disorder Center, the Northwest Ambulatory Surgery Center, the Healthcare Campus, First Care, and this would be all equipment, inventory, supplies, real property, fixtures, any ancillary structures, and any associated physicians’ clinic buildings.  My last question is, did the hospital or the committee conduct an independent appraisal of these facilities?  I thank you very much.

    Mr. Whitten, Thank you, sir.

    Mr. Byron, I’m sorry I had all those questions.

    Mr. Whitten, That’s okay, questions are good.  What I anticipate happening here is, when we get done with the public input comments, we will move into having our presenters address some of these questions.  We will be asking some of the same questions for answers, so.  Please.

    Karen Vogelsang, Hi, my name is Karen Vogelsang, I live at 2655 Lois Drive, Valparaiso, Indiana.  I’m here representing the YMCA of Valparaiso Foundation Committee.  We have a letter to read to you. In reference to the proceeds of approximately 80 to $100,000,000 which will be generated from the sale of Porter Hospital to Community Health Services, it is our opinion that the foundation, that a board of, excuse me, it is the opinion of the foundation board of the YMCA that the funds resulting from the sale be placed in a fund with the earnings to be used to support health initiatives and wellness programs within Porter County.  We have a once in a lifetime opportunity to establish a fund which will make a difference in the lives of the residents in this county.  We believe that those who have been given leadership responsibilities to make these decisions owe it to the citizens of our county to make a decision that will benefit all. The letter is signed by the Board of Directors of the Valparaiso YMCA Foundation, myself, as chairperson, George Carberry, legal counsel, Bob Wanek, CEO of the YMCA of Valparaiso, Charles McGill, Cynthia Owen-Bergland, Dave Cart, Frederick Hess, and Gordon Etzler.  Thank you.

    Mr. Whitten, Thank you very much.  Next.

    Ruth Ann McWhorter, Hi, my name is Ruth Ann McWhorter, I’m from Valparaiso.  Triad/Community Health Services will be the largest publicly-owed, corporately-owned hospital after the merger of Triad and Community.  I’m concerned that the acquisition by this large company of our hospital will lead to increased patient costs and loss of local control.  I’m concerned our that hospital rates will increase in order to pay dividends to the owners of this company.  I’m concerned that our hospital rates will increase in order to pay the bonds back that are being used to purchase our hospital, and financing the acquisition.  I’m concerned that our patient rates will increase to help cover the debt that is being acquire from Triad from Community Health Services.
    Triad had a debt of 1.7 billion dollars that is being acquired by Community, according to the financial report.  I’m kind of surprised that a company with that much debt actually could afford to come and buy our hospital, and promise to build us a new hospital.  And I find it ironic that Triad offered us a lower amount, and now they are being purchased by Community.  One of the financial reports on the merger of the two companies states that Community is potentially in the best position to improve Triad’s operations, and get them up to the same level that some of Community’s assets are. This indicates to me that perhaps the culture that was the reason to purchase our hospital by Triad is not going to be the same after this merger.  I doubt that health mergers will result in more favorable patient rates anymore than the oil company mergers have resulted in lower gas prices.  Thank you for your consideration.

    Mr. Whitten, Thank you, Ruth Ann.

    Joan Bukovac, Joan Bukovac, 923 Hampton Court.  There is a need to build this--a new hospital--and it needs to be a multi-hospital, because you cannot, a hospital standing alone cannot, does not have the purchase power, that is for sure.  It needs to be from a multi-group.  I’m not sure that this group is not too big.  I, you know, to drive to Tennessee if I want to complain about something, it’s going to be a long drive.  

    Mr. Newsome, I’ll give you my telephone number.

    Ms. Bukovac, Pardon me?

    Mr. Newsome, I’ll give you my telephone number.

    Ms. Bukovac, Oh, and I will use it, believe me.  I was an operating room director of surgery…

    Mr. Whitten, Ma’am, if you can address your concerns to the boards.

    Ms. Bukovac, Without anything.  But one of the things I think you need to be concerned about, and people need to be concerned about, is the fact that we need to have the community involvement.  And so, and a multi-purpose, as I said, a multi-group sales is going to be very good, and it will be cheaper, I think, the concerns that the people have, it will be cheaper because they will have the purchasing power to give a cheaper rate to people.  I don’t think even the groups, for-profit groups, will do indigent care also.  Thank you.

    Mr. Whitten, Thank you.  If  you would like to speak, come forward. Perhaps, we could start forming a little bit of a line.

    Ron Horton, I’m Ron Horton from 1352 Howe Street, here in Valparaiso.  And since I was of age to vote--which was a few years ago--well, I’ve acknowledged that government is a poor manager of, I think, funds in general.  But running a business, I moved here, when I moved here I moved from a neighboring county, and I’ve seen, unfortunately, a lot of taxpayers’ money wasted, and a lot of supposedly fine up citizens, fine upstanding citizens spend time incarcerated.  
    But I’ve said all that to say this, and I think that private industry is a better manager than elected officials because they are responsible, the owner is responsible for their funds, not the taxpayers.  So I am all for the sale of the hospital, and I would like to have seen a more, a better proposal of what our elected officials intend to do with this, these funds for the purpose of the taxpayers, because I think the County, as well as most of the other counties that I’m aware of in this state pay excessive taxes as it, and these funds should go toward the, whatever, what all the elected officials I’m sure you all have an interest, and there’s all going, and all of these interests has funds behind them, so I would hope that you would spend the money wisely, and keep your constituents informed, those that you were elected to represent.

    Mr. Whitten, Thank you.  Let’s take five.  

    At this time, there was a five-minute break.

    Mr. Whitten, Thank you.  Okay, we’re still in the throes of our public hearing here, so if there is anyone else that would like to speak, I would invite you to come forward now.

    Due to recording difficulties, the comments made by Debbie Anderson, David Rose, Stewart McMillan,  and Carol Wilson were not taped.
    
    Vikram Appannagari, My name is Vikram Appannagari, I’m a physician at Porter.  All of my residency, this is the first and only hospital I’ve been working for the last 14 years.  From the physicians’ side, when I started here we had like 85% of the Porter residents use our services, now it is down to 55%, I believe.  Part of the reason, one of them is structural deficit of this hospital.  We have excellent doctors, associates and nurses here, comparable to anywhere in Northwest Indiana or Chicago.  But it is getting to be difficult to recruit good people, one look at the hospital, you know, I don’t have to tell you anything about it. Inside the building, outside the building, it’s not the services.  They have to come here to experience the services to find out they have good services, but first looks, it’ll put you out, and that’s one reason, not that we don’t have excellent services here.  
    But, this is for the people who oppose the sale.  I believe people looked around to see, which everybody knew, I don’t think anybody disagrees we need a new building, a new hospital here.  We cannot compete.  We cannot provide good services with the current system here. But I believe everybody looked, and didn’t find any other way of building a hospital here, and this is not the time, everything has come to the point of signatures, to look for something, oops, we can’t sell this hospital; oops, it feels hard for me to sell the Porter Memorial Hospital.  It’s not selling for a bad reason.  It’s being sold for a good reason, to provide better care for the residents of this community. Thank you.

    Mr. Whitten, Thank you, Doctor.
    
    Paul Sciarra, Paul Sciarra of 503 Fordwick Lane, Valparaiso. I support the resolution for the sale of the hospital.  I think for the long-term health benefits of Porter County residents it’s in our best interest.  A not-for-profit has a hard time attracting fine physicians, and with new technology and capital, we’ll be able to do that.  Also, I support the funds going into a private foundation.  I think that’s also in the best interest for the citizens of Porter County.  Thank you.

    Mr. Whitten, Thank you, sir.  Anyone else?  This is your time.  Okay, I would like to address some of the questions that we’ve heard tonight, and I would like Community or perhaps even the hospital board, if appropriate, to respond to some of this so we can get some of these questions answered tonight.  One of them was that Community was just too big.  It’s too far to drive to address concerns, and that we will be losing some of our community involvement--Porter County community involvement.  With the loss of the elected officials being involved in the appointment to the board, they will lose their voice.  What do you think about that?  How are you involved in other communities?

    Mr. Newsome, The most important things we do is we partner with communities is the function of the local community board, which is made up of 100% of local community residents.  A combination of physicians on the medical staff, and other residents in the community.  This board is very instrumental in doing all the same things that boards do today for hospitals that the board does here is involved in all the credentialing, the quality, the safety, it’s involved in strategic planning, and with board we would be involved decision making of services that this hospital would afford.  Those are the key things that boards do for hospitals, strategically help the hospital position itself to be successful, and in doing so, be able to provide services throughout the community that the community deserves and needs.  That structure is by design, it gives the community an extremely large voice in what happens at the hospital.

    Mr. Whitten, Okay, thank you.  I also heard some comment, I believe it was from Mr. Terrell about a for-profit not being a real good idea in this situation, and I understand some of the concerns that he is addressing.  I think one of the points was the indigent care, so I have a particular question about that as a follow-up.  How does your treatment of guarantees to indigent care differ in some of your other hospitals than what we are doing now?  I understand that you are guaranteeing to continue a certain policy for a number of years, but how do you do it elsewhere?  What can we expect in the future?  

    Mr. Newsome, As mentioned earlier, we’ve committed to the current community, the charity care policies of the hospital, and how it’s been administered at the hospital going forward.  That should  ensure for the residents that the appropriate charity goes forward here for the community.  I give you experience.  For example, in the state of Pennsylvania where I manage a large, nine hospitals--very large hospitals--in and around Philadelphia and other areas of the country, the health costs containment report that Pennsylvania will show how that charity care, and all the uncompensated care at those hospitals has grown every year since we’ve owned it, greater than it was from the base year when we took over the hospital.  It’s a function of health care today with the growing uninsured.

    Mr. Whitten, So you don’t anticipate, or at least it’s not been your policy at other places that your charity care would be less than what we are providing now in the future, let’s say ten years down the road.

    Mr. Newsome, I can tell you historically that’s not been the case.

    Mr. Whitten, Okay.  There was another rather poignant question asked, just exactly...

    Mr. Newsome, We…

    Mr. Whitten, I’m sorry, go ahead.

    Mr. Newsome, We also have corporate policies regarding charity care, also that helps…
    
    Mr. Whitten, Okay.

    Mr. Newsome, Manage that process.

    Mr. Whitten, There was a question asked, exactly what are we selling, and there was a list of different structures, and I guess I would either have Tim address that or Community.  It makes no difference to me.  There was a long list.

    Ken Hawkins, My name is Ken Hawkins, and I’m the Senior Vice President of Development for Community Health Systems, and I’m one of the people that’s help put this deal together.  I tried to listen closely to that list that the gentleman was talking about, and some of those items are owned by the physicians.  Some of them are joint ventures with physicians.  I think the main asset here is the Porter County Hospital, the Portage Hospital, and the Outpatient Center, and I think some, a couple clinics, and that’s the majority of the assets.  Everything else he was talking about, I think has other owners.
    
    Mr. Whitten, Okay, thank you.  I have another question here, it’s a follow-up to, I believe, Ruth Ann McWhorter’s line of questioning.  It was the cost to patients, and how can a for-profit who has the bottom line in mind and shareholders to be concerned about, avoid passing that onto patients.  And when you answer, I guess I would like to hear some comment about how a larger organization is able to save money that a smaller county-owned hospital cannot, that may be through health insurance, things of that nature.

    Mr. Hawkins, That’s a two-part answer.  One, is saving money. One, is how does one of the things that’s going to happen when you’re with their organization, because of they’re now, their Indiana presence with Fort Wayne, and other parts of the country. Your biggest payer in this region, I think, is Anthem, and it would be a lot easier to get a better contract with Anthem with all this presence than it was before.  The same little hospital is at the mercy of a lot of the payers on, because you need the contract, and they say, well, I can take it down the street to your competitor, and get this rate; you’re going to have to give me this rate.  But when they have to have you in their system it’s a lot different, a different negotiation style.  So that helps.  
    Now, from the point of charges, I don’t think, the only people that really pay charges anymore are the people that are self-pay, everybody else is going to be paid based on what Medicare pays you; what Anthem pays you; what your payer pays you, which is not charges.  So charges now days, then you have your indigent care policy, which cuts that down, then we put in discount programs to help people that can’t pay, but have a job.  So, all that’s relative, it’s, there’s no difference, there’s a significant difference between a not-for-profit and a for-profit on how that works.

    Mr. Newsome, Just from the leverage standpoint of a company our size, take for instance supplies.  The supplies that the hospital uses today on a daily basis, when we take over the hospital, and put in place all the purchasing contracts, what happens in many cases, is that the nurses and the doctors are going to get the very same supply, in some cases at half the cost, because of the leverage that we have in buying.  When you purchase, currently across, purchasing power across 77 hospitals, we’re also a larger purchasing group, called HPG, which is able to negotiate contract prices for supplies, the common supplies the hospital uses on a daily basis, on a significantly reduced rate that a stand-alone hospital can’t even touch.  That’s one area that we can do that.
    There’s a lot of other efficiencies.  There’s services at the hospital, for example, the hospital just went through the joint commission survey, and today, they are going through a validation survey from the state.  We have, in order to prepare for those surveys, and stay prepared 24/7, the hospital, most independent hospitals spend a lot of money from outside consulting, and a lot of resources to get that done.  We have consultants in our company that do that, and is leveraged across 77 hospitals, soon to be 130 hospitals.  So the cost of that consulting for those services are significantly reduced for individual hospitals in the system.  
    Those are yet just a few examples of how a system can help a stand-alone hospital be more successful financially, and the doctors and the staff and the patients like the managed-care negotiations.  They see no change in that.

    Mr. Whitten, Thank you.

    Mr. Murphy, Mr. Newsome, could you address this.  Somebody in the audience asked earlier about the timetable, if you could walk us through when you first submitted your bid, the task force chose Triad, you then bought Triad.  Could you walk us through that, the whole process and the timetable, please?

    Mr. Hawkins, Since I was involved in the very beginning, I will do that.  Basically, we were contacted, I think, when you first began your process, which was approximately a year ago.  In August of 2006, we submitted an RFP answer to their RFP, but there was an RFI issued out, I think in June, which was asking certain questions to qualify the candidates.  But the real dollar amounts, we started talking about it in August.  
    In December, November or December, is when they selected Triad.  Okay? Triad is some, I think it was it January of this year, announced that they were going to do what they call a leverage buyout, which is the management and some money people were going to buy the company. With that comes a 40-day shop, no-shop , shop clause where other people could bid on the hospital on their company.  We bid on it, entered our bid on March 16th of this year, and the bid was accepted on March 19th.

    Mr. Whitten, All the questions for that. Matt?

    Mr. Murphy, When did we accept the Triad offer?

    Mr. Hawkins, I believe it was November of…

    Mr. Whitten, Of ’06…

    Mr. Hawkins, Of ’06.

    Mr. Murphy, Six months.

    Mr. Newsome, December.

    Mr. Hawkins, December, I knew it was in that timetable.  They didn’t tell me when they accepted that.  They told me when they didn’t accept mine.

    Mr. Murphy, I’ve got another question for you, real quick.  There’s been some talk about, you know, when you, your initial offer to come to Porter County was, forgive me on the numbers, but I think in cash dollars…

    Mr. Hawkins, I’ll give you the numbers.

    Mr. Murphy, 145?

    Mr. Hawkins, Sure.

    Mr. Murphy, You’re going to build a hospital.  Up until last night, there was some confusion amongst, I think, some of us on the Council about the structure of that deal, and trying to get to the bottom of why there was a substantial disparity between those two figures, could you address that, please?

    Mr. Hawkins, Sure.  Now, you’ve got to understand, these are, to get apples and apples, when we originally bid, we originally bid in August of last year, and we bid a non-binding bid based off limited information, because that’s the way the process worked.  So we bid in August of 2006, I bid 145-million to build a new hospital, and the capital required to do all the things we needed to do was 225-million.  But when you break that out, the hospital was 180-million of that, and there was about three-million in that for physician recruiting, and 42-million in that for capital to keep the hospital going while you’re building your hospital.  
    My hospital that I was proposing was to be built over a longer period of time, five  years, and it required more capital to keep the hospital going.  That was my bid.  I don’t know what Triad bid at that time because they were keeping everybody, they were, we had no knowledge of what everybody bid.  Okay?  When we took over or it became clear that we were going to acquire Triad, Triad basically asked us to step in their shoes.  So when I got a hold of their board packets to determine what the deal was now, the current deal was 80-million, plus we’re going to assume some liabilities, and I believe it was going to be somewhere around three-million more of working capital, it’s probably going to come that way, so it’s around $88,000,000 when it’s all said and done, the cost to us.
    But their hospital, when they had their, Triad brought in the real estate people, which we never did.  We just guessed, based off of a hospital we were building in Virginia, the building costs are much more up here.  But when we came, when Triad came in with real estate, they proposed now, it was going to be somewhere around 250-million is what they’re estimating on the cost to build a hospital.  Now if you add those two together, it equals about 338-million.  If you add my two together, back when I was proposing with that limited information, it’s 225-million, 320, I mean 325 versus 338, I believe.  So there’s no significant difference in the two.  That’s why we believe it’s pretty comparable when it comes to money.
    Now there’s other factors in this that, other than the dollars, that is going to be costly for us when we accept Triad, like the magnet status that we’re going to do for nurses, it’s a lot more costly.  The PLG, there’s other things that we’re going to apply to this transaction that we didn’t have that we’re getting since we acquired Triad.  Does that make sense?

    Mr. Murphy, Yes.

    Mr. Whitten, I think there’s been a lot of discussion about what the net proceeds would be to the County, and I think there was some understanding that had the Community original bid been accepted, the net proceeds to the County would have been substantially higher than under the Triad bid.  So I think that’s caused, so to be quite candid, I’ve had a lot of individuals email me or call me and say, now, wait a minute here, we were told or sold on the idea that Community Hospital was not what we wanted to have in our county.  I think they referred to it as the community atmosphere.  So we’re going to take less money, net proceeds to the County to bring in Triad, and now we’re getting the community atmosphere for the Triad price.  So could you clarify that for us.

    Mr. Hawkins, Well, sir, I can’t get involved in or how all those discussions, I don’t really know.  But I’ll tell you the reason we bought Triad was because of all the good things that they liked.  They liked the Fort Wayne market, and we liked the Fort Wayne market.  They have a lot markets we liked.  But the Fort Wayne market, if you can look at the Fort Wayne market you would be so impressed with their hospital system up there.  I mean you ought to get a look at it.  
    When we did our due diligence trip on Triad, that was the second place we went, and we were so impressed with them we stayed half the day just walking around looking at that place.  It was just unbelievable.  They have a, they have like seven hospitals in that region, and they all do very well.  And I can understand why they picked Triad, because when I looked at them I said, no wonder I lost, because, you know, it’s so impressive with their position, that type of thing.  
    So I don’t know their internal deliberations because I wasn’t involved.  I just know that the things they wanted from Triad, we acquired, we liked them, the PLG, the magnet status, because they are going to be a part of that group so they’ll get access to a lot of the things that goes on over there.  A lot of things that hurt the dollars on, and that’s why they picked Triad.  Now when you go back and rationalize it with the amount of money you’ve got to spend for a facility, you can rationalize it, but there’s other factors too.

    Mr. Whitten, Well I think we’re probably going to have to rationalize it to a certain degree, because we are the ones that will be answering for our vote this evening.

    Mr. Hawkins, Now I’ve got to say one other thing.  Triad and the other bidder are both, have operations in the state of Indiana.  I did not.  I made my bid based off of my best guess, doing a lot of things, using a lot of things from Triad.  I actually used Triad to make my bid because we were competitors of another deal, and I missed, so,  But when it boiled down, I concluded that they knew more about this market than I did.  And they knew this market, what they wanted in this market, because they had the Fort Wayne, they had the Fort Wayne presence.  
    I gotta say when I got here, and I found out that it would cost me a lot more money to build that hospital, I would have had to gone back and say, listen, I can’t do this under that if you want this; I can’t do that, I mean it’s going to require more money to build a hospital than I have in my model.   I’d have to come back and say, I need to change it around, or you have to have a lesser hospital.  But that wasn’t the factors that they made the decision on. They wanted a 225-bed private rooms, is what you wanted here, and that’s what we’re going to build.

    Mr. Whitten, Jim.

    Mr. Burge, I have three questions total. The first one is for the folks from Community.  On some of the patient care units within the hospital that traditionally don’t turn a high profit, such as like neonatal, intensive care, the ER, what are your philosophies on those type of units since you are a for-profit?  Those that provide much needed care in the community, but may cost you money to your bottom line.  What are your…

    Mr. Hawkins, Well…

    Mr. Burge, Such as neonatal and the ER.

    Mr. Whitten, That’s a good question.

    Mr. Newsome, He’s development, I’m operations, so I get to answer that question.  You know, one of the things if you look at the vision for Porter County and the hospital, one of the biggest things that this board, rightly so, saw that this hospital could be something more.  If you’re going to grow this hospital to be the dominant player in the area in Northwest Indiana, and to grow and be a regional referral center you have to have all those services, if you’re going to provide OB services, neonatal care.  But I can tell you, the ER is the front door to the hospital.  Why would we ever close the front door to the hospital?  If you look, if you’re talking the industry wide, there’s not a company in the industry that puts more emphasis, more resources and more capital into the emergency services.  We do that more and better than any company in the industry.  I’ll stand by that.

    Mr. Whitten, Next question, Jim.

    Mr. Burge, Second question was on your bylaws.  If I’m not mistaken, I believe its set up for the doctors to represent 50% of the board.  Have you come across that, that mix, any problems with other facilities?  In other words, to get a consensus, if you have the doctors who may be of a different opinion than the administrators, could you have a logger head there versus having a majority from the other side?  One side or the other?

    Mr. Newsome, I can honestly tell you I’ve never had that experience.

    Mr. Burge, Okay.

    Mr. Newsome, I think a well-informed board with the, you know, the true mission of the facility in mind is going to make the right decision, and the forum is a great opportunity for everyone to express their concerns in that board.  At the end of the day, from a strategic standpoint, that board is essential, and I personally have never had a situation where there was a divided vote.

    Mr. Burge, Okay.  The last question is regarding, this was actually brought up by our fourth public speaker, I believe his name is Dennis, requiring or referring to lawsuits.  And this may be more towards our board, but any pending lawsuits, anything that may not have come out initially in discovery, how will those, if there’s any kind of a payout, how would that be handled?  Does that come out of these proceeds?  Is that covered through insurance?

    Mr. Whitten, Tim, do you want to address that?

    Mr. McGeath, Sure.  If there are any liabilities that existed for Porter Hospital before the sale, then Community is not going to assume those.  Most of those liabilities, like lawsuits is a perfect example, will be covered by insurance.  And part of the agreement requires that before the closing occurs, there’s tail coverage that would cover professional malpractice, directors and officers liability, almost any liability I could imagine that would come up in a law suit would be covered by that, that insurance.  So that would not be an issue that with, that the County would have to address from the proceeds.

    Mr. Burge, Okay, thank you.

    Mr. Whitten, Anything else, Jim?

    Mr. Burge, No.

    Mr. Whitten, Mike.

    Mr. Bucko, I wanted to ask one question.  I heard, I think, I wanted to get some clarification.  Dick made the statement that, in relationship to, I guess you call it, the syndication of the doctors, that as their investments grow they may acquire more representation on the board.  Is that meaning a shift in majority or how is that?   I mean maybe that then becomes a question to you.

    Mr. Newsome, Basically, the way it, the way the board structure will go forward from day one will be a board of 50% physicians and 50% community members.  Once, and if the physicians desire, and the syndication goes forward, then that mix of 60% of physicians and 40% community.  Is that clear?

    Mr. Bucko, Yes, it seems to be.

    Mr. Whitten, What would be the role of the current hospital board?  I mean are they done?  Do you guys have a place for them?  I kind of heard some involvement with the Board of Trustees.

    Barbara Young, Can we answer that?

    Mr. Whitten, No, I think I’d like to; I know what you’d like your role to be.  But I mean, what do you do, what have you done elsewhere?  I mean are they still on?

    Mr. Newsome, You know, historically, we have had board members continue on the board, and generally that’s because there’s a huge desire of the board to continue on the board,  and they have those discussions early on in the process.  We’ve had all mix.  We’ve had boards where no community, none of the board members crossover to the existing board.  I would expect, based on what I’ve heard from these guys that not many of them want to serve, and I would suspect there will be a completely new board going forward.

    Mr. Bucko, I think I would, may I just, one?

    Mr. Whitten, Please.  

    Mr. Bucko, I wanted to say something in the relationship as to the way I cleared it up in my mind the disparity. You were the rejected first bid. I mean you were the rejected bid, Triad was the accepted bid.  Then when you begin to look at the numbers, you see that you’re bidding $180,000,000 hospital, they’re building a $250,000,000 with 225 beds, so the hospital side of yours goes up on the construction, then comes down on the cash flow side, and that’s a simple changing, it erases in my mind the disparity that has been bounced around here for quite some time.  So it that pretty much it in a nutshell?

    Mr. Newsome, That’s pretty much it.  Even if I had of won, I’d of gone in here and done some due diligence, and I’d of found out what it costs to build a hospital here.  I would have done the same thing.  I would’ve had to say one way or the other we’re going to have to move it to get the 225 private rooms.

    Mr. Bucko, Okay. Thank you.

    Mr. Whitten, Any questions from our Commissioners at this point?

    Com. John Evans, I have one.  We’re fairly familiar with the bank transactions that have occurred throughout the last couple of decades whereby a large entity buys a bank, and the next thing you know, another large entity is buying that bank.  I know there’s no guarantees in life, but is there a way for our facility to guarantee that if CHS is purchased, that we get the proverbial second kiss?

    Mr. Poparad, Not on Wall Street.

    Mr. Whitten, Don’t everybody jump up at once.

    Mr. Bucko, Yeah, whose got that one.

    Mr. Hawkins, I think a lawyer because…

    Mr. Newsome, Kiss me out.

    Mr. Hawkins, I was, you know we’ve been, I’ve been traveling around with our CEO lately looking at a lot of Triad properties, and we’ve, with the completion of this transaction we’re going to be, as you know, close to an 11-billion company.  There is nobody out there that we know of, and we know of everybody, that can handle something like that.  But, you know, you can’t guarantee everything because you see what Bank America’s been doing this last weekend.  So we, as a management team took over this company because there was a lot of pressure on the health care companies right now.  
    You see a lot of them are going, trying to refinance themselves, trying to, because money is cheap, doing a lot of little BO’s and those type of things, and we’ve got a lot of pressure on us. This is the way that we, what we did to ensure our future for a long time by getting big enough that we can’t, that people can’t go after us.  So that’s one of the reasons we did that because it gives us like a growth pattern and it made us big enough that we don’t have to worry about that as much.  But as you said, there’s no guarantees.  I mean LaSalle Bank is, your local bank here is going to be part of Bank America, which I like, now I can use my debit card here.

    Mr. Whitten, Ah, that’s great.  I guess I have a quick question.  During the task force due diligence, the task force members went and toured--I think our representative Al Steele is here tonight.  He actually went out and toured your facility along with some of the other bidders.  I mean what can we expect from our facility?  Is it going to resemble most of what we saw at Triad?  Is it going to represent most of what we saw at Community?  Or a mix?

    Mr. Hawkins, Well the hospital they went to was in Pennsylvania, it’s was a hospital, required to put a fair amount of money into but it’s not a new facility.

    Mr. Whitten, Okay.

    Mr. Hawkins, What a, and I don’t know why we did, well, we didn’t have a new facility that big to take them to, because we’re constructing one now, and we have another one that’s about 100 beds.  Triad took them to Fort Wayne, which had a good size hospital to show them, I think DuPont, and all the construction was going on over at Fort Wayne.  What’s going to be nice about all this is, this hospital will be under the gentlemen that runs Fort Wayne is also going to be responsible for this hospital, so you’ll see a lot of things that’s going on in Fort Wayne, here.

    Mr. Whitten, Okay.  Any questions at this time from the Board of Trustees?  Council Members?

    Mrs. Stevenson, Can you explain about the ambulance service, who’s going to pick up the cost, and how much it’s going to be.

    Mr. Hawkins, Under the agreement that’s their responsibility to 2011.  We’re assuming the contract, I guess that’s what we’re doing.  Of course, the contract has you helping out, a certain portion of that, but the cost I think is about 2.4-million.  With you, I think you’re covering $500,000 of that.  I think that’s the way the contract reads.  We’re assuming that contract.

    Mrs. Stevenson, I had asked you that before, but I wanted to let the public know.  Thank you.

    Mr. Whitten, Okay, any other questions at this time?  Any other public comment.  Hearing none, we’ll close the public hearing, and I will have this meeting stand adjourned.  I believe the Porter Board of Trustees would like to meet.

PORTER BOARD OF TRUSTEES MEETING

    Mr. Wathen, I’d like to call the Porter Board of Trustees meeting to order.  At this time, the only thing before the Board is to consider the Resolution.  As Tim said, basically, what the resolution does is it, as part of the resolution, Porter will cease doing business as a county hospital.  The asset purchase agreement we negotiated with Triad, assumed by Community, will be approved.  All the assets of Porter County Hospital will be sold to a subsidiary of Community, as Tim indicated.  It authorizes the three bodies to sign all the documents in connection with that sale, and finally, all the proceeds that come from the sale and the net proceeds that Porter has then goes to whatever accounts the County Council and the County Commissioners want to put the money in.  So I guess I’d open it up to the Board.  Does any of the board members have either any comments or questions?

    Ms. Young,  Thank you.  Mr. Chairman, I would just like to do a few thank yous.  I want to thank all the people that attended tonight.  This is a significant transaction for Porter County, and I really appreciate all the people that have come out, not only for this public hearing, but for the other public meetings.  I think it means a lot to all of us that you are concerned and care about what’s going to happen in Porter County.
    I really want to say thanks again, I know Dick mentioned this in his opening remarks, but over the past four years I have a huge respect for the over 2,000 associates and the medical staff at Porter.  All of us in Porter County owe them a huge debt of gratitude for the work they do.  They are the unsung heroes.  They have put up with a lot over the years, and this is an opportunity for us to do for them to give them the facility that they deserve, in terms of a new hospital--a state-of-the-art facility--give them the opportunity to participate in their own governance, and to give them finality.  I think our associates and our medical staff have earned that, and we owe them a great debt of gratitude.
    I also want to say thanks to Dick--he had hair when this process started.  His dedication to adhering to this process has been phenomenal.  And during this process every single constituency has been mad at him; I’m sure he’s been frustrated at every single constituency.  But again, the adherence to this process that was open, and full of integrity, has got us where we are, and I think we owe a debt of gratitude to Dick for his leadership, and I think he’s looking forward to a vacation come May 1.
    Also, to all of the people in Porter County, I owe a debt of gratitude to, to everybody that’s sitting on this stage.  We may differ from time to time in how we would pursue something, but I think there’s always been a common goal, and that is to make sure that the people of Porter County has the very best quality health care, and it has access for all people.  
    We were always concerned, as some of the comments tonight, about what does it mean to be a for-profit, and in the beginning of this process, as Dick has mentioned, throughout the process, we weren’t so sure that that was what we wanted.  But we have learned that a for-profit institution provides good quality charity care to the people in their communities, and I think we feel very comfortable with that.  
    So tonight I hope that we will be taking the first step in an important process.  I think we need to keep in mind that it is a first step.  The second step will be to help Community build this new facility quicker rather than later, and we need to invite them and welcome them into our community.  
    I want to just clarify when I made the comment about none of us wanting to be on the board.  I think we went into this process saying, none of us wanted to negotiate from a position of entitlement that we set up front that nobody was looking for a continued position, and we want Community to have a fresh start, to be able to look out in the community, and recruit the very best people to be part of this governance.  So while it has been a lot of work, it was intentional that we said this needs to be a fresh start.  
    And I hope that the next step after that will be that this community will rise to the debate about what to do with the sale proceeds.  There are a lot of options, it’s a once in a lifetime opportunity, and I hope that this community will continue the conversation past tonight. There are a lot of opportunities. We need to investigate those opportunities.  We need to come together, and do what’s best for the community.  So my thanks to all the people at this table for all their hard work, and Dick, for some great leadership.  Thank you.

    Mr. Wathen, Thanks.  Any other comments or questions?

    Mr. Butterfield, I’d like to say something more from a personal perspective, I guess.  As I look around the room I see a lot of people who have lived in Porter County a long time.  I was born at Porter.  My daughter was born there, and now I’ve had a grandchild born there.  My first reaction was, there’s no way that we cannot have a county hospital.  And I realized after getting into the process, and seeing what we were limited to do financially to improve the hospital, that I was being very selfish.  And I also realized that it wasn’t necessarily that it was a county hospital, it just happened to be the hospital in my county.  And I’m very confident based upon the agreement that we had reached with Triad, and what Community has committed to do, that I will still be able to call this my county hospital.  
    This board is made up of people with a lot different ideas about things.  We argue once and a while, but one thing always came through, and that was that we all wanted to do what was best for the future of health care in our county.  Not necessarily for us, but I think our children, our grandchildren, and generations beyond.  Someone said this is the biggest decision made in the County in a long time. I think it’s the biggest decision this County ever made, and may be the biggest for many, many years to come.  I’m sitting here with mixed emotions being one who was born there, but I want, I want to, hopefully, I can be around and see a great grandchild born in what I consider to be my hospital.

    David White, When I was appointed to the board almost three years ago by the commissioners, a question was posed to me; do you think a sale of the hospital is a wise thing to do.  And my comment at that time was, not having been on the board, no, I don’t think it is, because many of the concerns that were expressed here tonight.  Once I became involved, and learned about running a health system, and looked at the facility and the resources that we had available, I changed my mind.  
    So when we began this process, the factor of integrity was very important to me, and I am confident, and I sit here today to tell you that this process, as Barb mentioned, was ran with integrity.  And on that part, I would like to thanks also to Triad and Community on this.  They were always upfront in everything that they did.  And again, thank you, to the Council and Commissioners.  But I’m here to assure, from my one-ninth of the Board of Trustees, I’m here to assure the community that this was done with an extreme amount of due diligence, hard work, and with integrity.

    Mr. Wathen, Okay, any other comments?  Dr. Nowlin.

    Dr. Nowlin, I’d like to speak both as a board member and as a physician of the board.  When we heard about Triad and Community, we looked at what the needs were in Porter County, what the health care needs were, not only now, but going forward, and we wondered whether or not these needs would be met.  And clearly, that was the thing that we struggled with, not only the physician leadership that met with the board, but the board itself, what will we be doing for the people of Porter County.  
    Now I think I did my homework in that area, because I feel very confident that not only will they be providing services at the level that we are doing now, but I think the services will be expanded. I see greater technology; I see greater energy; I see a greater emphasis on best practice and quality, things that have been emphasized and laid on the line that that’s just the way it’s going to be.  We’re not just going to be the same old Porter Hospital, but we’re going to be better, and better, and perhaps, best.

    Mr. Wathen, Thank you.  Any other comments?  If not, I will call for a motion to approve the resolution.  I’m sorry.

    Mr. McGeath, Can I make one comment?

    Mr. Butterfield, Leave it to the lawyer.

    Mr. McGeath, Dave Hollenbeck raised an excellent point, and I just wanted to make sure everyone is completely clear on this point, because it is critical.  There were two versions of an asset purchase agreement that were put on public display.  One included a foundation which would receive the proceeds from the sale.  The other one did not.  The county officials would direct the proceeds.  The resolutions that I read, that are being considered are for that version of that asset purchase agreement that does not include a foundation, and it allows the county officials to direct the funds.  So before the votes were taken I wanted to make sure that point was clear.

    Mr. Wathen, Okay, thanks, Dave and Tim.

    Mr. Whitten, I’ve asked our county auditor to handle the roll call when the motion is made so we can have a solid record of the votes.

    Mr. Butterfield moved to adopt the Joint Resolutions of the Board of Commissioners of Porter County, the County Council of Porter County and the Board of Trustees of Porter Memorial Hospital authorizing the sale of Porter Hospital.  Ms. Young seconded, motion carried on a unanimous roll call vote.

    There being no further discussion, meeting adjourned.


    PORTER BOARD OF TRUSTEES

    ____________________________        __________________________    
            Richard C. Wathen, Chair                     James Spanopoulos
                                ____________________________        __________________________
              David A. Butterfield, Vice Chair                         David M. White

    ____________________________        __________________________
     William F. Nowlin, M. D., Secretary                      Barbara A. Young

    ____________________________        __________________________
             Gwenn R. Rinkenberger                Christopher M. Wirsing D.O.          

    ____________________________        
        Daniel J. Roszkowski            
                                
                            Attest:_________________________                                                                                                                                                                Secretary


BOARD OF COMMISSIONERS MEETING    

    Mr. Whitten, I would now like to turn the meeting over to our County Commissioners.  President Robert Harper.

    Com. Harper,  I call the meeting of the County Commissioners to order to consider this joint resolution, and before we do that, do we have any comments?  John?

    Com. Evans, Yes, I’d like to echo the comments of many of the board members, especially the thank yous.  It is really a great deal of work that you undertook.  Many site visits, many hours spent away from your families, and much time devoted to this process.  I was the guy that asked Dave White that question when he went on that board.  I, like former Mayor Butterfield, was born at that hospital, had my tonsils out there, my appendix, just a couple of years ago, had my back operated on there, and the thing that’s consistent from all those hundreds of years ago was the care, the doctors and the nurses.  I think it’s time that we gave them the facility they need to do a better job.  I don’t know how it can get a much better job, because they do the best they can with what they got, so we need to give them a better facility in which to operate, so.

    Com. Harper, Thanks.  Anything else?

    Com. Evans, No.

    Com. Harper, Carole, any comments?

    Com. Knoblock, No

    Com Harper, I would like to say a couple of things.  Number one, someone asked a question about this pass-out, where it came from.  Those of us on the task force were helped by outside consultants, and as we considered every hospital we considered many things.  How our staff would be treated; the type of nursing setup that we’d have; the type of building that would be built; the type of services that would be provided.  So this was not a decision that was not reached without a lot of work. I recommend to the Council, and I hope the commissioner and the council both pass this resolution.  
    And I’d like to say this, through this process, I have learned one thing, and that is, we are elected, and we decided to run for this position, and we get some pay for it.  Many of these folks that were involved in this gave their time, and it was citizen activity.  My level of respect for these people, the people on this board, the people, Mr. Rose, and the people that are here tonight, Mr. McMillan served on these various boards that were appointed over the last few years, and without, you know, glory or anything, that spent days and nights studying the situation, and trying to come to a resolution, I just have a lot of respect for these people.  Lastly, I would just like to say, this is a good thing.  It’s a good thing for health care in Porter County, and I hope we get it done tonight.  So do I hear a motion?    

     Com. Evans moved to adopt the Joint Resolutions of the Board of Commissioners of Porter County, the County Council of Porter County and the Board of Trustees of Porter Memorial Hospital to sell Porter Hospital.  Com. Knoblock seconded, motion carried on a unanimous roll call vote.

    There being no further discussion, meeting recessed.   

    PORTER COUNTY
    BOARD OF COMMISSIONERS

    __________________________
       Robert P. Harper, President

    __________________________
        John A. Evans
                                
    ____________________________    
             Carole Knoblock                              
                            Attest:_________________________
                                       James Kopp, Auditor  

PORTER COUNTY COUNCIL MEETING

    Mr. Whitten, I will call the meeting of the Porter County Council to order at this time.  The only thing on our agenda is the consideration of this resolution.  I would like to encourage, and invite discussion at this time from our members.  Mr. Poparad.

    Mr. Poparad, No, I’ll make the motion.

    Mr. Whitten, Mr. Murphy.
    
    Mr. Murphy, Yes, I too would like to take this opportunity to thank the members of the hospital board, the task force, and the county commissioners and the council, for going through this process.  I know the task force, particularly Mr. Wathen really worked his tail off, so I thank him and the rest of the board.
    I was sworn in January 1st, my first term on the county council, and I take my responsibilities very seriously, so there’s nothing like in the second quarter of your term being faced with a decision like this.  I was born at Porter Hospital a long time after Dave and John--they had electricity when I was there, running water.  But, this was a tough decision, and it was for me gut-wrenching, personally, just going through all the pros and cons.  
    I know I was the thorn-in-the-side of many on the board, and while I don’t apologize for that, because I thought I was trying to ask the tough questions, for the most part I got the answers that I needed.  The deal is not perfect.  I particularly feel for the employees of Porter.  I’ve been through an acquisition myself working at the old Bethlehem Steel, then it was ISG, and now we’re Mittal Steel. They were nerve-wracking times.  It’s not fun, so I wish them the best in their careers with Community, and I’m hopeful that they are treated with respect and dignity during this process.  That’s all I have.  Thank you.

    Mr. Whitten, Thank you, Matt.  Rita.

    Mrs. Stevenson, I would also like thank everybody that’s been involved with gathering all the information that we’ve been able to read.  I want to thank Gary and Ken for being patient with us, since you have taken over.  You guy’s responsibility, I’m not a public speaker, so please bear with me.  I just want to let everybody know that it’s been a hard decision.  It’s not something simple, and there’s been a lot to read.  Besides what’s in the newspapers, there’s been everything that everybody has gathered through the task force and everything else.  And I just want everybody to know that the decision we’ve made has been based off of all the information gathered, and knowing that this is the right decision for Porter County to go on with good health care.  Thank you.

    Mr. Whitten, Thank you, Rita.  Bill.

    Mr. Carmichael, I just want to say to Community that you’re getting some tremendous nurses, that you’re buying or taking over their jobs.  I’ve had first-hand experience with them, and I’ll tell you, there just is none finer.  They treated me very well.  As you know, I’ve worked hard, I was challenged with the tax payments that was made to the hospital to start the hospital.  I was challenged, and I did do my research, and found out that it was different than what was being promoted, and I’m happy to see the taxpayers dollars coming back to the people who were elected to handle taxpayers’ dollars, and I’m sure they will do a good job.  I’ve listened to all of them, and as long as I’m around, I’ll try to hold them to their word.  But it’s a, I would agree that we need a new hospital, it’s just has to be.  I hate to see the old one go, but it has to be.  Thank you for bidding.

    Mr. Whitten, Thank you, Bill.  Mike.

    Mr. Bucko, Let me just echo the thank you for everybody’s efforts on all the boards.  For your assistance, and some additional understanding, and investigation on our part, for the extra work that the council members, that quite honestly, into the 11th hour almost, were trying to find out some answers, and luckily we were satisfied.  
    But I also want to thank again, the people.  I know Stu, and I know Dave Rose, and Dr. Rick Frattaccia, and others, brought to the board’s attention, and direct, started it into the direction of partnering, and this eventually led to the creation of an RFI and an RFQ that now led us to the sale of the hospital, and here we are today.  
    But I also believe that once a hospital reaches a level of excellence, and is meeting all of the expectations of its health care--of a health care facility--it can be considered an economic development magnet for any county community or region in which it resides.  I believe that CHS fully understands this, and intends to strive in that direction.  Porter has attained that level in the past, and now has the potential to regain it because it’s escaped from limitations of being a single ent